Form 8-K Double Eagle Acquisition For: Sep 15

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Washington, D.C. 20549











Date of Report (Date of earliest event reported):
September 15, 2017



(Exact name of registrant as specified in
its charter)


Cayman Islands 001-37552 N/A
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)


2121 Avenue of the Stars, Suite 2300  
Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)


(310) 209-7280

(Registrant’s telephone number, including
area code)


Not Applicable

(Former name or former address, if changed
since last report)


Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


  þ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  ¨ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§240.12b-230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.


  þ Emerging growth company


  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act




  Item 5.07. Submission of Matters to a Vote of Security Holders.


On September 15, 2017,
Double Eagle Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary general meeting
(the “Extraordinary General Meeting”) at which its shareholders approved an amendment to the Company’s amended
and restated memorandum and articles of association (the “charter”) to extend the date by which the Company must (i)
consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one
or more businesses or entities (a “business combination”) or (ii) cease its operations if it fails to complete such
business combination and redeem all of the Company’s Class A ordinary shares (“public shares”), from September
16, 2017 to December 31, 2017 (the “Extension Amendment Proposal”).


Set forth below are
the results of the shareholder vote on the Extension Amendment Proposal. There were no broker non-votes.


55,803,301   174,517   20,654


  Item 8.01. Other Events.


In connection with
the Extension Amendment Proposal, public shareholders had the right to elect to redeem all or a portion of their public shares
for a per-share price calculated in accordance with the charter. In connection therewith, public shareholders holding 295,671 shares
validly elected to redeem their public shares. After giving effect to such redemptions, the balance in the Company’s trust
account was approximately $500,650,118.


On September 15, 2017,
the Company issued a press release to report the outcome of the Extraordinary General Meeting. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.


  Item 9.01. Financial Statements and Exhibits.


The following exhibit is furnished as
part of this report:


(d) Exhibits.






Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.


  Double Eagle Acquisition Corp.
  By: /s/ Eli Baker
Dated: September 15, 2017   Name: Eli Baker
    Title: Vice President, General Counsel and Secretary







Exhibit 99.1 






Extension Approved by Double
Eagle’s Shareholders Allows for Business Combination to Close by December 31, 2017


LOS ANGELES, CA, September 15, 2017
— Double Eagle Acquisition Corp. (“Double Eagle”) (NASDAQ: EAGL, EAGLU, EAGLW), a special purpose acquisition
company, announced today its shareholders have approved an extension of the date by which it must complete a business combination
from September 16, 2017 to December 31, 2017 (the “Extension”). Approximately 99.7% of the votes cast, or 89.6% of
the then issued and outstanding shares who, being present and entitled to vote at the extraordinary general meeting, voted at the
extraordinary general meeting, were voted in favor of the Extension. Holders of 295,671 Class A ordinary shares of the Company
validly exercised their redemption rights, resulting in the Company having approximately $500,650,118 in its trust account after
giving effect to such redemptions.


Additional Information about the Transaction
and Where to Find It


In connection with the
proposed business combination with Williams Scotsman International, Inc. (the “Business Combination”), Double Eagle
filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC on September 6, 2017, which
included a proxy statement/prospectus, that is both the proxy statement to be distributed to holders of Double Eagle’s ordinary
shares in connection with Double Eagle’s solicitation of proxies for the vote by Double Eagle’s shareholders with respect
to the Business Combination and other matters as may be described in the Registration Statement. After the Registration Statement
is declared effective, Double Eagle will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders.
Double Eagle’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus
included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials
will contain important information about Williams Scotsman, Double Eagle and the Business Combination. The definitive proxy statement/prospectus
will be mailed to shareholders of Double Eagle as of a record date to be established for voting on the Business Combination. Shareholders
will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that will be incorporated
by reference in the proxy statement/prospectus, without charge, once available, at the SEC’s web site at, or
by directing a request to: Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California, Attention:
Eli Baker, Vice President, General Counsel and Secretary, (310) 209-7280.


Participants in the Solicitation


Double Eagle and Williams Scotsman and
their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to
the proposed Business Combination under the rules of the SEC. A list of the names of those directors and executive officers and
a description of their interests in Double Eagle is contained in Double Eagle’s preliminary proxy statement/prospectus included
in the Registration Statement, which is available free of charge at the SEC’s web site at, or by directing a
request to Double Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles, California 90067, Attention: Eli
Baker, Vice President, General Counsel and Secretary, at (310) 209-7280. Additional information regarding the participants in the
proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, also will be included
in the, the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.



About Double Eagle Acquisition Corp.


Double Eagle Acquisition Corp. is a special
purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination. Double Eagle began trading on NASDAQ in September 2015 and its Class A ordinary shares, units
and warrants trade under the ticker symbols EAGL, EAGLU and EAGLW, respectively. Double Eagle is the third NASDAQ-listed special
purpose acquisition company sponsored by Jeff Sagansky, CEO, and Harry E. Sloan, founding investor.


About Williams Scotsman


Headquartered in the historic Fells Point
area of Baltimore, MD, Williams Scotsman is a specialty rental services market leader providing innovative modular space and portable
storage solutions across North America. Williams Scotsman is the modular space supplier of choice for the construction, education,
healthcare, government, retail, commercial, transportation, security and energy sectors. With over half a century of innovative
history, organic growth and strategic acquisitions, its branch network includes over 90 locations, its fleet is comprised of 76,000
modular space and portable storage units and its customer base has grown to more than 25,000.




This communication shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities and shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any states or jurisdictions in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section
10 of the Securities Act.


For Double Eagle Acquisition Corp:  
James A. Graf  
Chief Financial Officer  


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